GLOBAL INTERCONNECTION GROUP LIMITED (formerly DISRUPTIVE
CAPITAL ACQUISITION COMPANY LIMITED)
Interim Financial Report and Unaudited
Condensed Financial Statements
For
the six-month period from 1 January 2023
to
30 June 2023
GLOBAL
INTERCONNECTION
GROUP
LIMITED
CONTENTS
For
the
six-month period from 1 January 2023
to
30 June 2023
Company Overview
Summary Information
Chair Statement
Directors
Interim Management Report
Statement
of
Directors Responsibilities
Independent Review Report
Unaudited Condensed Statement
of
Financial Position
Unaudited Condensed Statement
of
Comprehensive Income
Unaudited Condensed Statement
of
Cash
Flows
Unaudited Condensed Statement
of
Changes in Equity
Notes
to
the
Unaudited Condensed Financial Statements
Key
Advisers and Contact Information
Page(s)
3
4
5
6
7
-10
11
12-13
14
15
16
17
18-
30
31
Defined terms throughout this Interim Financial Report have the meanings given in the Definitions section
of
the
Company's Prospectus dated 6 October 2021, unless the context otherwise require.
2
GLOBAL
INTERCONNECTION
GROUP
LIMITED
COMPANY
OVERVIEW
For
the six-month period from 1 January 2023
to
30
June 2023
COMPANY
OVERVIEW
Global Interconnection Group Limited (the "Company")
was
established
as
a special purpose acquisition company
("SPAC")
and
incorporated on
29
April 2021 under the laws
of
Guernsey
as
a non-cellular company limited
by
shares.
The
Company's Ordinary
Shares
and
Warrants
(as
defined
in
its Prospectus) were admitted
to
trading
on
Euronext Amsterdam, the regulated market operated
by
Euronext Amsterdam
N.V.
("Euronext Amsterdam") on 7
October 2021.
The
Company
has,
subsequent
to
the period end, completed a business combination with Global
Interconnection Group
SA,
as
further described below.
COMPANY
OBJECTIVE
The
company
was
established
to
completed a
Business
Combination (legal merger, amalgamation, share exchange,
asset
and/or
liability acquisition, share purchase, reorganisation or similar business combination)
and
completed
such
an
acquisition on 7 July 2023 with Global Interconnection Group
SA
("GIG")
in
a share
for
share acquisition.
GIG,
comprising Global Interconnection Group Limited
and
its subsidiaries,
is
a platform
for
the manufacturing,
development, operation,
and
ownership
of
interconnectors and other power transmission
assets,
with three
interlocking divisions:
(i)
a portfolio
of
interconnector operating assets
and
projects; (ii)
High
Voltage Direct Current
("HVDC") cable manufacturing
to
supply grid upgrades and our interconnector projects, and (iii) ancillary services,
such
as
commissioning and overseeing the design, planning
and
operational management
for
grids
and
interconnectors. lnterconnectors are power cables connecting different countries' electricity grids,
as
a means
of
improving energy security by expediting the transmission
of
energy internationally from where
it
is
generated
to
where
it
is
needed.
3
GLOBAL
INTERCONNECTION
GROUP
LIMITED
SUMMARY INFORMATION
For
the
six-month period
from
1 January 2023
to
30 June 2023
Listing Euronext Amsterdam
Share Price £6.
70
{30 June 2023)
Warrant Price £0.18 {30 June 2023)
Market
Capitalisation
£87.lm
Current/
Future Anticipated Dividend Nil
Dividend Payment Dates
n/a
Currency Pounds Sterling{£)
Launch
Date/
Share Price {nominal)
£0.0001
Incorporation and Domicile
Guernsey
Legal
advisors - Dutch Law
Stibbe N.V.
Legal
advisors -
UK
Law Herbert Smith Freehills
LLP
Legal
advisors - Guernsey Law
Ogier {Guernsey)
LLP
Administrator Admina Fund Services Limited
Auditor
BDO
LLP
Market
Makers
J.P.
Morgan Securities
Pie
SEDOL,
ISIN,
LEI
GG00BMBSXZ39
Year
End
31
December
Stocks
& Shares
ISA
Eligible
Website www.globalinterconnectiongroup.com
4
GLOBAL
INTERCONNECTION
GROUP
LIMITED
CHAIRMAN'S
STATEMENT
For
the
six-month period from 1 January 2023
to
30 June 2023
Dear Shareholders,
It's my pleasure
to
update you on
the
excellent progress we have made since
our
last update.
On
7 July 2023 we
completed a business combination with Global Interconnection Group
SA,
a platform
for
the manufacturing,
development, operation, and ownership
of
interconnectors and other power transmission assets.
As
the world transitions
to
a NetZero future, and with recent stark reminders
of
the importance
of
energy security,
interconnectors are recognised
as
a central component
to
countries' energy strategies
as
interconnected grids are
more efficient and able
to
respond
to
market stress.
As
the world transitions towards a NetZero future, growing
electricity demand and increased dependence on
intermittent
power sources requires grids
that
are strong,
flexible, and interconnected.
The nucleus
of
this platform
is
the Global Interconnection Group board which comprises: Edmund Truell {Executive
Chairman) and non-executive directors Jennie Younger,
Luke
Webster, Richard Pinnock and Roger
Le
Tissier; and
special advisers: Chris Sturgeon and
Kari
Stadigh. They oversee Global Interconnection Group's Advanced
Cables
and Global lnterConnectors divisional boards and management, supported by a design, planning and operations
division, Global Interconnection Group Services together with expert advisers and partners such
as
RTE
International {the arm
of
Europe's largest grid operator), Afry, Aecom, and
Red
Penguin.
Global lnterConnectors
is
buying and building up a portfolio
of
European interconnectors. Its first project
is
Atlantic
SuperConnection, which
is
developing a 1,708 km interconnector project, where the technical feasibility work
has
now been done
to
build a 1,800
MW
interconnector between Iceland and
the
UK;
and a valuable connection
agreement secured near Hull, England.
Advanced
Cables
is
developing a 1,600 km/year capacity
HVDC
cable manufacturing facility
in
the North-East
of
England
in
two
phases, with strong support from
the
UK
government. Global Interconnection Group
has
signed a
memorandum
of
understanding which paves the way for Advanced
Cables
to
address the shortage
of
HVDC
subsea
cable, where demand far outstrips supply and order books are full
for
several years
to
come. The partner
is
then
bringing
to
bear their world-class technology and experience
We remain very excited about the future prospects
for
GIG
and I look forward
to
providing
further
updates
as
we
progress.
Edmund Truell
CEO
29 September 2023
5
GLOBAL
INTERCONNECTION
GROUP
LIMITED
INTERIM
MANAGEMENT
REPORT
For
the
six-month period from 1 January 2023
to
30 June 2023
The Statutory Board
of
Directors (the "Board")
is
composed
of
the following Statutory Directors (the "Directors"):
Edmund Truell, aged 59
(CEO)
- Appointed
to
the Board
on
29
April 2021
Edmund Truell
is
the
executive director
of
the Company.
He
is
a director and
the
managing partner
of
Disruptive
Capital
GP
Limited, the Sponsor.
His
investment track record
has
a lifetime average net realised
IRR
of
approximately
33%
with over
£9
billion
of
investments across
the
past
27
years
of
his
private equity career,
in
either chief executive officer
or
investment committee chair roles.
In
1988,
he
led the management buyout
of
Hambro European Ventures, which
he
co-founded
in
1987 and ran from 1993,
to
form Duke Street Capital, a
top
ten European private equity firm, which generated
an
aggregate net
31%
realised
IRR
from its inception until its
sale
in 2007. Whilst leading Duke Street Capital,
he
created Duchess
1,
the first collateralized debt obligation fund
in
Europe,
in
2001 which raised €1 billion. Portfolio companies
of
Duke Street Capital included Xafinity, a large
provider
of
business process outsourcing services including pension administration, consultancy and provision
of
pension software, where he introduced
to
the business model cross selling
as
well
as
capital and
IT
to
support
growth
in
software and consultancy
to
the insurance sector. After a
few
acquisitions
to
bolster its market position,
Xafinity
was
sold
to
Advent
to
form Equiniti
in
2010. Sporting Index,
an
FCA
regulated spread betting business, was
another portfolio company
of
Duke Street Capital, where
he
terminated the non-core business
to
grow market
shares
in
sports, professionalised
sales
and marketing and invested
in
new product development, information
technology and distribution channels.
In
2007,
he
co-founded with his late brother, Daniel Truell,
the
Pension
Insurance Corporation, one
of
the United Kingdom's largest ever start-ups.
As
its chief executive officer, he
developed the Pension Insurance Corporation
into
a leader
in
the
UK
bulk annuity market, which
has
£49.6 billion
in
assets and 273,500 pension scheme members
each
as
at December 2020.
As
Chairman
of
the London Pension
Fund
Authority, a position
he
held from 2012
to
2015,
he
led
the
first ever public sector pension merger, with
Lancashire and Berkshire and transformed
UK
public sector funds.
He
also restructured the entire management
team and transformed the asset and liability management
of
the
London Pension
Fund
Authority, while the funding
improved from
50%
to
93%
of
liabilities.
He
was
also
an
architect
of
the £260 billion SuperPools consolidation.
In
2018,
he
co-founded the Pension SuperFund, aiming
to
consolidate
UK
private sector pension funds across this
£2.1 trillion sector
(as
at 2018).
Roger
Le
Tissier, aged 57 (Director) - Appointed
to
the Board
on
29
April 2021
Roger
Le
Tissier
is
a non-executive director
of
the
Company.
He
holds several non-executive director positions with
leading asset managers, private equity general partners, insurance, pension companies and charities. Previously,
he
was
a partner
of
the law firm and fiduciary group Ogier and the founder partner
of
Ogier, Guernsey from its
inception
in
1998 until 2013.
He
also serves
as
a non-executive director
of
Pension SuperFund and
Long
Term Assets
Limited.
Jennie Younger, aged
67
(Director)
-Appointed
to
the Board
on
18 May 2023
Jennie
has
over 30 years
of
experience working
in
finance, pharmaceutical business and latterly higher education
with a strong background
in
Capital Markets, Corporate Affairs, Government Relations, Corporate Responsibility
and
Fund
raising. Jennie
is
an
Executive Director
of
King's College London and King's Health Partners and a
member
of
the
University's Senior Management Team.
She
was
previously Vice President and Global Head
of
Corporate Affairs
at
AstraZeneca, with responsibility globally
for
all internal and external corporate affairs and
communications, including government relations. Previous roles include similar responsibility at
GSK
and British
Gas
and before that,
as
a Vice President
in
Deutsche
Bank.
Luke Webster, aged 42 (Director) - Appointed
to
the Board on 18 May 2023
Luke
Webster
is
the
CIO
of
the
Greater London Authority, responsible
for
group treasury, housing infrastructure
and environmental investment.
His
major infrastructure project experience includes leading
the
multi-£billion
financing
of
the Elizabeth Line and the Northern
Line
Extension. Between 2013 and 2015,
he
was
Chief Finance
and
Risk
Officer
at
the London Pensions
Fund
Authority where
he
was
the co-architect
of
consolidating
LGP's
into
SuperPools
of
£260 billion.
In
2015,
Luke
co-founded
GLIL
which
now
manages £12 billion
of
infrastructure
investments.
6
GLOBAL
INTERCONNECTION
GROUP
LIMITED
INTERIM
MANAGEMENT
REPORT
For
the
six-month period from 1 January 2023
to
30 June 2023
Richard Pinnock, aged 61
{Director)-Appointed
to
the Board
on
30 June 2023
Richard Pinnock
was
Executive Vice President and Head
of
the Energy Division
at
AFRY,
a global energy and
engineering consultants and project managers advisory group until August 2022.
He
was
previously responsible
for
Poyry Group's
Large
Project Competence Centre
(LPCC)
business group, leading a team
of
EPC
specialists
in
identifying, selling, structuring, negotiating and steering
the
implementation
of
large complex projects;
responsible for creating Poyry's unique
EPC+
System Methodology.
He
also led
the
Poyry
M&A
and
Large
Project
Finance.
Wolf
Becke, aged 75 {Chairman) - Appointed
to
the Board
on
15
July 2021, resigned 18 May 2023
Wolf
Becke
is
an
independent non-executive director and
was
chair
of
the Board (the "Chair") until
his
resignation
on
18 May 2023.
He
was
a member
of
the
Board
of
Directors
of
Swiss
Life Holding
AG
between 2012 and 2017, a
member
of
the
Board
of
Directors
of
Vitality Life Ltd between 2016 and 2020, and a member
of
the Board
of
Directors
of
Discovery Holdings Europe
Ltd
between 2016 and 2020.
He
served
for
over
20
years on the executive
board
of
Hannover
Re.,
including
as
the chief executive officer
of
Hannover Life
Re,
from
1999
to
2011.
He
also
serves
as
a committee member
for
Pension SuperFund Capital
GP
II
Limited.
7
GLOBAL
INTERCONNECTION
GROUP
LIMITED
INTERIM
MANAGEMENT
REPORT
For
the
six-month period from 1 January 2023
to
30 June 2023
Principal activities and investing policy
The Company was incorporated
on
29
April 2021 under
the
laws
of
Guernsey
as
a non-cellular company limited by
shares.
The
Company's Ordinary
Shares
and Warrants were admitted
to
trading
on
Euronext Amsterdam on 7
October 2021.
The Company had
an
initial offering
of
up
to
12,500,000 Ordinary Shares and up
to
6,250,000 Warrants. The
Company offered the Ordinary Shares and Warrants
in
the
form
of
Units,
each
consisted
of
one Ordinary Share and
½
of
a redeemable Warrant. During the period,
the
Company completed a partial buy back
of
its Ordinary Share
capital and Warrants.
At
the completion
of
this process the Company held 12,004,368 Ordinary Shares and
2,153,750 Warrants
in
treasury.
On
the 7 July 2023, the Company changed its name from Disruptive Capital Acquisition Company Limited
to
Global
Interconnection Group Limited by way
of
an
ordinary resolution.
Following completion
of
the
business combination with Global Interconnection Group
SA
on
7 July 2023 the
Company will seek
to
raise development capital
for
the
GIG
business which
it
intends
to
complete via either a direct
equity issue,
an
issue
of
equity
in
subsidiary entities
and/or
an
issue
of
loan notes from
the
subsidiary entities.
Funds raised will
be
utilised
for
the
purposes
of
pursuing the objectives
of
the Company and
the
development
of
the
GIG
projects.
Going Concern
The Company was established with
an
initial period
of
15 months post
IPO,
with the option
of
a three month
extension subject
to
shareholder consent. At
the
date
of
this report, the Company
has
completed a business
combination and therefore
is
now a standard operating company with
an
indefinite life. The board
has
assessed
the resources available
to
the
Company and have determined
that
the Company remains a going concern
for
a
period
of
at least twelve months from the date
of
this report.
Risk
Management
The Directors are responsible for supervising
the
overall management
of
the Company. Portfolio exposure
has
been
limited by the guidelines which are detailed within
the
Principal Activities and Investment Policy section
of
the
annual report.
The principal risks facing the Company, include
but
are
not
limited to,
the
following:
• performance risk;
• market risk;
• relationship risk; and
• operational risk
An
explanation
of
these principal risks
and
how they are managed
is
set
out
below.
8
GLOBAL
INTERCONNECTION
GROUP
LIMITED
INTERIM
MANAGEMENT
REPORT
(CONTINUED)
For
the
six-month period from 1 January 2023
to
30 June 2023
Performance
Risk
Performance post Business Combination
The Company
has
completed the Business Combination
in
relation
to
a single target business. Accordingly,
the
prospects
of
the
Company's
success
following the Business Combination may be:
• solely dependent upon
the
performance
of
a single business, line
of
business or assets and liabilities;
or
• dependent upon
the
development or market acceptance
of
a single
or
limited number
of
products,
processes or services.
As
a result, returns
for
Ordinary Shareholders may
be
adversely affected
if
growth
in
the
value
of
the target
is
not
achieved
or
if
the
value
of
the target company or business or any
of
its material assets
is
written down.
Following
the
Business Combination, the Company
is
dependent on future fund raising
in
order
to
fully develop
the business and
in
order
to
meet its own expenses and operating
cash
requirements.
If
the business
is
unable
to
generate sufficient
cash
flow
and/or
raise sufficient development capital,
the
Company may
be
unable
to
pay its
expenses
or
make distributions and dividends
on
the Ordinary Shares.
An
inappropriate strategy
or
poor execution
of
strategy may lead
to
underperformance.
To
manage
that
risk the Company will seek
further
related acquisition targets
in
order
to
maintain
the
desired
exposure
to
energy specific assets but mitigate the
cash
flow
risks associated with individual projects. The
Company
has
identified general criteria and guidelines
for
evaluating prospective targets including considering
the
results
of
operations, financial conditions and prospects
of
target businesses or projects.
Market
Risk
Market risk arises from uncertainty about the future operating performance and market response
to
the
Company's Business Combination with
GIG.
Investors may
be
unable
to
sell
their
Ordinary
Shares
and/or
Warrants unless a viable market
can
be
established
and maintained. Accordingly,
the
Ordinary
Shares
and Warrants may
not
be
suitable
for
short-term investment.
Admission
on
the Euronext Amsterdam should not
be
taken
as
implying
that
there will
be
an
active trading market
for
the Ordinary
Shares
and Warrants.
Even
with
an
active trading market, the market price
for
the Ordinary Shares
and Warrants may fall below
the
Business Combination Price. The Sponsor and
each
of
the Directors are bound by
Lock-up Arrangements. The market price
of
the
Ordinary
Shares
and Warrants could decline if, following
the
end
of
any lock-up period, a substantial number
of
Ordinary
Shares
are sold by the Sponsor,
the
Directors
and/or
its
affiliates
in
the public market or
if
there
is
a perception
that
such
sales
could occur.
Relationship
Risk
Following the business combination directors and key management
of
GIG
have been invited
to
join the board
of
the Company.
In
addition,
further
specialist have been appointed
as
advisors
and/or
directors
to
assist
in
pursuing
the objectives
of
the
Company.
The business combination
has
been completed by way
of
a share
for
share exchange with
the
existing shareholders
of
Global Interconnection Group
SA
("GIGSA"). The significant shareholders
of
GIGSA
are related
to
the Sponsor
group and are invested
in
the
long-term prospects
of
the Company.
The
Company therefore does
not
expect any
significant trades
to
affect the share price
of
the Company nor
that
the controlling shareholders would have any
differing intentions
for
the
long
term
activities
of
the
Company.
The Company's
success
may
be
dependent
on
the skills
and
expertise
of
certain employees
or
contractors.
If
any
of
these individuals resign or become otherwise unavailable, the business may
be
materially adversely impacted.
As
a mitigating factor, the Company will provide long term incentive arrangements
to
key employees and look
to
broaden the team
in
order
to
mitigate any actual
or
perceived key-man risk.
9
GLOBAL
INTERCONNECTION
GROUP
LIMITED
INTERIM
MANAGEMENT
REPORT
(CONTINUED)
For
the six-month period from 1 January 2023
to
30
June 2023
Operational
Risk
The
Company
has
completed a business combination with
an
early stage business.
As
such, there are operational
risks facing the Company
in
obtaining the necessary permits, operating partners
and
in
raising sufficient capital
to
see
each
project through
to
completion. Failure
to
raise sufficient capital
for
completion
of
the projects may
cause
cash
flow challenges
for
the Company.
The
board intend
to
monitor the progress
of
all projects closely
and
to
control expenditure
to
match
cash
flow,
as
far
as
possible,
to
the extent
of
project financing raised.
To
manage the risk, all operational risk
is
reviewed
by
the Board at
each
Board meeting. Further, at
each
Board
meeting, the Board would receive reports from the Company Secretary and Administrator
in
respect
of
administration matters
and
duties performed by
it
on behalf
of
the Company.
The
Company
is
subject
to
laws
and
regulations enacted
by
national, regional
and
local governments.
In
particular, the Company will
be
required
to
comply with, certain requirements
of
Euronext Amsterdam, under Dutch law
and
under Guernsey law. Compliance
with,
and
monitoring of, applicable laws
and
regulations will
be
monitored by the Board.
Other
risks
faced
by
the Company are described
in
detail within the Company's Prospectus
and
can
be
obtained at
www
.globa
Ii
ntercon necti ongrou
p.
corn
.
10
GLOBAL
INTERCONNECTION
GROUP
LIMITED
STATEMENT
OF
DIRECTORS'
RESPONSIBILITIES
For
the
six-month period from 1 January 2023
to
30 June 2023
The Directors are responsible
for
preparing the Interim Report and Condensed Financial Statements, and confirm
to
the best
of
their
knowledge:
• the condensed financial statements have been prepared in accordance
with
International Accounting
Standard {"IAS") 34, Interim Financial Reporting.
For
Global Interconnection Group Limited
Edmund Truell
CEO
Date:
29
September 2023
11
GLOBAL
INTERCONNECTION
GROUP
LIMITED
INDEPENDENT
REVIEW
REPORT
For
the
six-month period from 1 January 2023
to
30 June 2023
INDEPENDENT REVIEW
REPORT
TO
GLOBAL
INTERCONNECTION
GROUP
LIMITED (FORMERLY
DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED)
Conclusion
Based
on
our review, nothing
has
come to our attention that
causes
us
to
believe that the condensed
set
of
financial statements in the half-yearly financial report for the six months ended
30
June
2023
is
not prepared, in all material respects, in accordance with International Accounting Standard
34:
Interim
Financial Reporting.
We
have
been
engaged
by
the company to review the condensed set
of
financial statements in the half-
yearly financial report for the six months ended
30
June
2023
which comprises the statement
of
financial position, the statement
of
comprehensive income, the statement
of
cashflows, the statement
of
changes
in equity,
and
notes to the financial statements, including a summary
of
significant
accounting policies.
Basis
for
conclusion
We
conducted our review in accordance
with
International Standard
on
Review
Engagements
(UK)
2410,
"Review
of
Interim Financial Information Performed
by
the Independent Auditor
of
the Entity"
("ISRE
(UK)
2410"). A review
of
interim financial information consists
of
making enquiries, primarily
of
persons
responsible for financial
and
accounting matters,
and
applying analytical
and
other review procedures.
A review
is
substantially
less
in
scope
than
an
audit conducted in accordance with International
Standards
on
Auditing
(UK)
and
consequently
does
not enable
us
to obtain assurance that we would
become aware
of
all significant matters that might
be
identified in
an
audit. Accordingly, we
do
not
express
an
audit opinion.
As
disclosed in note
2,
the annual financial statements
of
the company are prepared in accordance with
International Financial Reporting Standards
("IFRS")
which comprise standards
and
interpretations
approved
by
the International Accounting Standards
Board
("IASB")
and
International Financial Reporting
Interpretations Committee
("IFRIC").
The condensed set
of
financial statements included in this half-
yearly financial report
has
been
prepared in accordance with International Accounting Standard
34:
Interim Financial Reporting.
Conclusions relating
to
going concern
Based
on
our review procedures, which are
less
extensive than those performed in
an
audit
as
described
in the
Basis
for conclusion section
of
this report, nothing
has
come to our attention to
suggest
that the
directors
have
inappropriately adopted the going concern
basis
of
accounting or
that
the directors
have
identified material uncertainties relating to going concern that are not appropriately disclosed.
This conclusion
is
based
on
the review procedures performed in accordance with
ISRE
(UK)
2410,
however future events or conditions
may
cause
the company to
cease
to continue
as
a going concern.
Responsibilities
of
directors
The
directors are responsible for preparing the half-yearly financial report in accordance with
International Accounting Standard
34:
Interim Financial Reporting.
In
preparing the half-yearly financial
report, the directors are responsible
for
assessing
the company's ability to continue
as
a going concern,
disclosing,
as
applicable, matters related to going concern
and
using
the going concern
basis
of
accounting
unless
the directors either intend to liquidate the company or to
cease
operations, or
have
no
realistic alternative but to
do
so.
12
GLOBAL
INTERCONNECTION
GROUP
LIMITED
INDEPENDENT
REVIEW
REPORT
For
the
six-month period from 1 January 2023
to
30 June 2023
Auditor's responsibilities for the review of the financial information
In
reviewing the half-yearly report, we are responsible
for
expressing to the
Company
a conclusion
on
the condensed set
of
financial statement in the half-yearly financial report.
Our
conclusion, including
our Conclusions Relating to
Going
Concern, are
based
on
procedures
that
are
less
extensive than audit
procedures,
as
described in the
Basis
for Conclusion paragraph
of
this report.
Use
of our report
Our
report
has
been prepared in accordance with the terms
of
our engagement to assist the
Company
in meeting the requirements
of
the International Accounting Standard
34:
Interim Financial Reporting
and
for
no
other purpose.
No
person
is entitled to rely
on
this report
unless
such
a person
is
a person
entitled to rely
upon
this report
by
virtue
of
and
for the purpose
of
our terms
of
engagement or
has
been
expressly authorised to
do
so
by
our prior
written
consent.
Save
as
above, we
do
not accept
responsibility for this report
to
any other person or for
any
other purpose
and
we hereby expressly
disclaim any
and
all
such
liability.
o;:
·;:;
BDB8E.tp31
AF7446
Chartered Accountants
London,
UK
29 September 2023
BDO
LLP
is
a limited
liability
partnership registered in
England
and
Wales
(with registered number
OC305127).
13
GLOBAL
INTERCONNECTION
GROUP
LIMITED
UNAUDITED
CONDENSED
STATEMENT
OF
FINANCIAL
POSITION
As
at 30 June 2023
Unaudited
30/06/2023
GBP
Notes
Assets
Current assets
Cash
and cash equivalents 4 767,135
Restricted cash 4
Trade and other receivables
2,531,108
TOTAL
ASSETS
3,298,243
Liabilities
Current liabilities
Trade and other payables 5
(275,249)
Redeemable
ordinary
shares
5
(275,249)
Non-current liabilities
Warrants 6 (438,103)
Redeemable
ordinary
shares
6
(438,103)
Net
assets
2,584,891
Equity
Issued share capital and share
premium 7 7,984,715
Retained earnings
(5,399,824)
Total
equity
2,584,891
Unaudited Audited
30/06/2022
31/12/2022
GBP GBP
565,023 771
128,423,501 129,312,403
12,814 12,813
129,001,338 129,325,987
(486,758) (998,109)
(129,406,250)
(486,758)
(130,404,359)
(6,960,938)
(4,590,626)
(124,601,563)
(131,562,501) (4,590,626)
(3,047,921) (5,668,998)
(2,541,846) (2,541,846)
(506,075) (3,127,152)
(3,047,921)
(5,668,998)
The financial statements on pages 14
to
30 were approved by the board
of
Directors and authorised
for
issue
on
29
September 2023. They were signed on
the
Company's behalf by:
Director Director
Date:
29
September 2023 Date:
29
September 2023
The notes on pages 18 - 30
form
an
integral part
of
these financial statements.
14
GLOBAL
INTERCONNECTION
GROUP
LIMITED
UNAUDTED
CONDENSED
STATEMENT
OF
COMPREHENSIVE
INCOME
For
the
six-month period
from
1 January 2023
to
30
June 2023
Unaudited
01/01/2023
30/06/2023
GBP
Notes
Income
Bank interest earned 4
725,371
Unrealised (loss)/gain on revaluation
of
warrants and redeemable
(1,622,017)
Realised
(loss)/
gain on foreign exchange (22,249)
(918,895)
Expenses
Operating expenses
1,353,778
Interest expense on fi
na
ncia I Ii a
bi
I
iti
es
measured
at
amortised
cos
1,353,778
Net
(loss)
before taxation (2,272,673)
Income taxes
Total comprehensive
(loss)
for
the
period (2,272,673)
Basic and diluted earnings per share 11 (0.73)
The above results are in respect
of
continuing operations
of
the
Company.
The notes on pages
18 -
30
form
an
integral
part
of
these financial statements.
Unaudited Audited
01/01/2022 01/01/2022
30/06/2022
31/12/2022
GBP GBP
294,923 1,183,829
2,370,313
294,923 3,554,142
791,844 1,867,453
4,804,687
791,844 6,672,140
(496,921) (3,117,998)
(496,921) (3,117,998)
(0.16) (1.00)
15
GLOBAL
INTERCONNECTION
GROUP
LIMITED
UNAUDITED
CONDENSED
STATEMENT
OF
CASH
FLOWS
For
the
six-month period from 1 January 2023
to
30 June 2023
Unaudited
01/01/2023
to
30/06/2023
GBP
Notes
Operating activities
Net
profit/(loss)
for
the period (2,272,673)
Items
not
affecting cash:
Increase in trade and other receivables
(68,29S)
Decrease in trade and other payables
s
(722,860)
Interest expense
on
financial
liabilities
measured
at
amortised
cc
Unrealised (loss)/gain on revaluation
of
warrants and redeemabl 1,622,017
Bank interest earned
(72S,371)
Net
cash
flows
used
in
operating activities
(2,167,182)
Investing activities
Restricted cash - interest earned
4 72S,371
Loans
made
(2,4S0,000)
Reclassification
of
restricted cash to cash and cash equiv.
Net
cash
flows
used
in
investing activities (1,724,629)
Financing
activities
Shares
Redeemed
(124,6S4,228)
Share issue costs paid
Net
cash
flows
used
in
financing
activities
(124,654,228)
Change
in
cash
and
cash
equivalents (128,546,039)
Cash
and cash equivalents
at
beginning
of
the period
129,313,174
Cash
and
cash
equivalents at end of the period 767,135
Being:
Cash
- unrestricted
767,13S
Cash
- restricted
767,135
The notes on
pages
18 - 30
form
an
integral part
of
these financial statements.
Unaudited Audited
01/01/2022
to
01/01/2022
to
30/06/2022
31/12/2022
GBP GBP
(496,921)
(3,117,998)
109,867 621,220
4,804,687
(2,370,313)
(1,183,829)
(387,054)
(1,246,234)
(294,923)
1,183,829
128,423,S0l 128,128,S78
128,128,578 129,312,407
(2,643)
(2,643)
(2,643) (2,643)
127,738,881 128,063,530
1,249,643 1,249,644
128,988,524 129,313,174
S6S,023 771
128,423,S0l 129,312,403
128,988,524 129,313,174
16
GLOBAL INTERCONNECTION GROUP LIMITED
UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY
For the six-month period from 1 January 2023 to 30 June 2023
17
The notes on pages 18 - 30 form an integral part of these financial statements.
Share capital Share premium Retained earnings Total equity
GBP GBP GBP GBP
Period ended 30 June 2022 (unaudited)
Notes
Balance as at 1 January 2022 (2,539,205) - (9,153) (2,548,358)
Total comprehensive (loss) for the period - - (496,921) (496,921)
Expens es relating to l is ting / IPO (2,642) - - (2,642)
Balance as at 30 June 2022 (2,541,847) - (506,074) (3,047,921)
Period ended 30 June 2023 (unaudited)
Balance as at 1 January 2023 (2,541,847) - (3,127,151) (5,668,998)
Total comprehensive (loss) for the period - - (2,272,673) (2,272,673)
Reclassification of Redeemable shares 10 10,526,552 10,526,562
Balance as at 30 June 2023 (2,541,837) 10,526,552 (5,399,824) 2,584,891
Period ended 31 December 2022 (audited)
Balance as at 1 January 2022 (2,539,205) - (9,153) (2,548,358)
Total comprehensive (loss) for the period - - (3,117,998) (3,117,998)
Expens es relating to l is ting / IPO (2,642) - - (2,642)
Balance as at 31 December 2022 (2,541,847) - (3,127,151) (5,668,998)
GLOBAL
INTERCONNECTION
GROUP
LIMITED
NOTES
TO
THE
FINANCIAL
STATEMENTS
For
the
six-month period from 1 January 2023
to
30 June 2023
1. General information
The Company
is
a non-cellular company, limited by shares, registered and incorporated
in
Guernsey under
The
Companies (Guernsey)
Law,
2008
(as
amended) (the "Law")
on
29
April 2021 with registration number 69150.
The
Company's registered address
is
First Floor, 10 Lefebvre Street,
St
Peter Port, Guernsey,
GY1
2PE.
Disruptive Capital
GP
Limited
is
the Company's sponsor (the "Sponsor Entity").
The Company
has
completed a business combination with Global Interconnection Group
SA
and
as
from 7 July
2023
is
the
holding company
of
the
Global Interconnection Group and
on
that
date was renamed from Disruptive
Capital Acquisition Company Limited
to
Global Interconnection Group Limited.
2.
Basis
of
preparation and statement
of
compliance
The Company
has
prepared these unaudited condensed financial statements on a going concern basis
in
accordance
with
International Accounting Standard 34 "Interim Financial Reporting".
The
interim financial report
does not comprise statutory financial statements within the meaning
of
the
Companies (Guernsey)
Law,
2008, and
should
be
read
in
conjunction with the annual financial statements
as
at and
for
the year ended
31
December 2022,
which have been prepared
in
accordance
with
International Financial Reporting Standards ("IFRS") which comprise
standards and interpretations approved by
the
International Accounting Standards Board ("IASB") and
International Financial Reporting Interpretations Committee ("IFRIC"). The statutory financial statements
for
the
year ended
31
December 2022 were approved by
the
Board
of
Directors
on
28
April 2023. The opinion
of
the
Auditor
on
those financial statements was unqualified
but
did contain
an
emphasis
of
matter relating
to
going
concern and the material uncertainty
as
the Company had not, at the time
of
publication
of
the accounts, agreed
a business combination event. This interim financial report and unaudited condensed financial statements
for
the
period ended 30 June 2023
has
been reviewed by
the
Auditor but not audited.
There are a number
of
new and amended accounting standards and interpretations
that
became applicable
for
annual reporting periods commencing on or after 1 January 2023.
These amendments have
not
had a significant impact
on
these unaudited condensed financial statements and
therefore
the
additional disclosures associated with first time adoption have
not
been made.
The preparation
of
the unaudited condensed financial statements requires management
to
make judgements,
estimates and assumptions
that
affect the application
of
accounting policies and the reported amounts
of
assets
and liabilities, income and expenses. Actual results may differ from these estimates.
In
preparing these unaudited condensed financial statements,
the
significant judgements made by management
in
applying the accounting policies and
the
key sources
of
estimation uncertainty were the same
as
those
that
applied
to
the
annual financial statements
for
the year ended
31
December 2022.
3. Significant accounting judgements, estimates and assumptions
Going Concern
The financial statements have been prepared
on
a going concern basis.
In
order
to
complete the planned projects
for
the
Company
it
will
be
necessary
to
raise
further
development capital from external sources. The Company
may raise this via direct equity issuance from the Company or its subsidiaries
and/or
the issue
of
loan notes via
subsidiary companies. Should the Company
not
progress development
of
its projects the directors are
of
the
opinion
that
costs
of
the Company could
be
minimised
if
necessary
in
order
to
maintain the operations
of
the
Company.
The
Directors are therefore
of
the opinion
that
the Company
has
adequate resources
to
continue
in
operational existence
for
the
foreseeable future.
18
GLOBAL
INTERCONNECTION
GROUP
LIMITED
NOTES
TO
THE
FINANCIAL
STATEMENTS
For
the six-month period from 1 January 2023
to
30
June
2023
3.
Significant accounting judgements, estimates and assumptions (continued)
Measurement
of
financial liabilities
The
Company measures the redeemable Ordinary
Shares
at amortised cost
and
Warrants at fair value with
reference
to
last traded price.
4.
Cash
and
cash
equivalents
and
Restricted
Balances
Ca.sh
and
ca.sh
equivalents
RBS
I cu
rr
ent account
Restricted
balance.s
Ba
rclays
esc
row account - r
es
tr
ict
ed
cash
Unaudited
30/06/2023
GBP
767
,1
35
Unaudited
30/06/2022
GBP
565
,
023
1
28
,
423
,
50
1
Audited
31/12/2022
GBP
77
1
1
29
,312,
403
During the period shareholder approvals were obtained
to
amend the Memorandum and Articles
of
the Company
in
order
to
permit the release
of
the restricted
cash
held at Barclays
in
escrow for the Redeemable shareholders
which
was
subsequently released
to
the Company.
The
majority
of
this
cash
was
then
used
to
fund the share
repurchase program.
All
cash
balances at period-end were held in bank accounts at
Royal
Bank
of
Scotland International Limited.
5.
Trade and other payables
Legal
and professional fees
payable
Audit
fees paya bi e
Administration
fees
payable
Advisory fees
payable
Aborted deal fees
payable
Due to
Disruptive
Capital
GP
Limited
Due to
PSF
Professional Services Limited
Other fees
payable
Subscription
received
in
advance
Di
rectors fees paya bi e
Unaudited
30/06/2023
GBP
8,123
25,000
33,140
20,000
94,294
(1,569)
35,679
5,825
54,757
275,249
Unaudited Audited
30/06/2022
31/12/2022
GBP
GBP
452,632 3,288
34,126 69,010
37,808
120,000
705,542
61,780
661
20
486,758 998,109
19
GLOBAL
INTERCONNECTION
GROUP
LIMITED
NOTES
TO
THE
FINANCIAL
STATEMENTS
For
the
six-month period from 1 January 2023
to
30 June 2023
6. Warrants and redeemable ordinary shares
Redeemable ordinary shares
Authorised
The Company may issue
an
unlimited number
of
shares
of
par value
and/or
no-par value
or
a combination
of
both.
The Company may from
time
to
time
hold its own shares
as
treasury shares.
The following table shows the movement
of
the issued redeemable ordinary shares during the period:
Number
of
ordinary shares Ordinary shares
Ordinary shares
As
at
30
June
2022 12,500,000 124,601,563
Issued during the period
Revaluation during the period 1,648,437
As
at
31 December 2022 12,500,000 126,250,000
Repurchase during the period
(11,784,618) (124,181,111)
Revaluation during the period
5,638,579
As
at
30
June
2023
715,382
7,707,468
Sponsor shares
As
at
30
June
2022 312,502 3,156,250
Issued during the period
As
at
31 December 2022
312,502
3,156,250
Repurchase during the period (31,250)
(337,156)
As
at
30
June
2023
281,252
2,819,094
Treasury shares
As
at
30
June
2022 187,500
Issued during the period
As
at
31 December 2022
187,500
Repurchased during the period
11,815,868
As
at
30
June
2023
12,003,368
During the period and
as
part
of
the share repurchase program undertaken and approved by
the
shareholders, the
Company repurchased 11,459,618 Ordinary shares at £10.789 per share and 325,000 Ordinary shares
in
the stub
tender
offer
at £2.20 per share and 31,250 Sponsor shares at £10.789 per share. The shares were taken into
Treasury and subsequently reissued
as
consideration
for
the business combination completed
on
7 July 2023.
All remaining shares were reclassified
as
Ordinary
Shares
following completion
of
the tender and stub offer period
on
15
March 2023 and the balance
of
£10,526,562 reclassified from liabilities
to
share capital,
see
note
7.
The Ordinary
Shares
will rank, pari
passu,
with
each
other and ordinary shareholders will
be
entitled (subject
to
the terms set
out
in
the
Company's Prospectus)
to
dividends and other distributions declared and paid
on
them.
Each
Ordinary Share carries distribution and liquidation and the right
to
attend and
to
cast one vote
at
a general
meeting
of
the
Company (including at the Business Combination general meeting).
If
any Ordinary Shares are held
in
treasury, such Ordinary
Shares
shall not
be
voted at any general meeting
of
the
Company and no dividend may
be
declared or paid and no other distribution
of
the Company's assets may
be
made
in
respect
of
such Ordinary
Shares.
20
GLOBAL
INTERCONNECTION
GROUP
LIMITED
NOTES
TO
THE
FINANCIAL
STATEMENTS
For
the
six-month period from 1 January 2023
to
30 June 2023
6.
Warrants
and
redeemable ordinary shares (continued)
Redeemable ordinary shares (continued)
On
incorporation, the Company issued
two
(2) Founder Shares
to
Fiordland
GP
Limited acting
in
its capacity
as
general partner
of
the Truell Intergenerational Family Limited Partnership Incorporated. These
two
(2)
Founder
Shares were subsequently converted into Ordinary Shares.
On
listing,
the
Company issued 12,500,000 Units
to
investors, comprising 12,500,000 Ordinary
Shares
at
a nominal
value
of
£0.0001 per share and 6,250,000 redeemable warrants (the "Offering").
Each
unit
is
comprised
of
one
(1)
Ordinary Share
of
the
Company,
as
well
as
one half (1/2)
of
a redeemable Warrant (Note
7).
The Company subsequently issued 312,500 Units
to
Disruptive Capital
GP
Limited, comprising 312,500 Ordinary
Shares and 156,250 redeemable warrants.
The Company subsequently issued 187,500 Units
to
Disruptive Capital
GP
Limited, comprising 187,500 Ordinary
Shares and 93,750 redeemable warrants. These Units were immediately repurchased by the Company and held
as
Treasury Shares.
Classification
Due
to
the contractual stipulations
on
issued ordinary shares, these instruments have been classified
as
financial
liabilities
in
accordance with
IAS
32. Following the amendment
to
the memorandum and articles and completion
of
the
share buyback program whereby the shareholders rights
to
redeem shares were amended, the remaining
ordinary shares were reclassified
to
equity.
Warrants
The Warrants and Founder Warrants are accounted
for
as
liabilities
in
accordance with
IAS
32
and are measured
at fair value
as
at
each
reporting period.
Changes
in
the
fair value
of
the Warrants and Founder Warrants are
recorded in
the
statement
of
profit
or
loss
for
each
period.
The Public Warrants will
be
delisted from Euronext Amsterdam
on
16 October 2023. The last day
of
trading
in
GIG
Public Warrants and
the
end
of
the
redemption notice period and final day
of
exercise
is
13
October 2023 or,
in
the
case
of
the Sponsor Warrants, the date
that
is
ten years following the Business Combination Completion
Date, or earlier upon redemption
of
the
Warrants or liquidation
of
the Company.
Each
whole Warrant entitles
an
eligible Warrant Holder
to
purchase one Ordinary Share. During the period a
resolution
was
passed
to
reduce the strike price
on
the Warrants from £11.50 per Ordinary Share
to
a price
of
£7.00 per Ordinary Share. The Warrants will expire
on
13
October 2023, or earlier upon redemption
of
the
Warrants or liquidation
of
the Company. A Warrant Holder may exercise only whole Warrants at a given time.
In
addition, the Company
has
also issued 2,291,667 Sponsor Warrants
to
Disruptive Capital
GP
Limited,
at
the
nominal value
of
£1.50 per sponsor warrant. The Sponsor Warrants are
not
part
of
the Offering and will
not
be
admitted
to
listing or trading on any platform.
21
GLOBAL
INTERCONNECTION
GROUP
LIMITED
NOTES
TO
THE
FINANCIAL
STATEMENTS
For
the
six-month period from 1 January 2023
to
30 June 2023
6.
Warrants
and
redeemable ordinary shares (continued)
Number of warrants
Warrants
As
at
30 June 2022
Issued
during
the period
Reva
I uati
on
during
the period
As
at
31 December 2022
Repurchased
during
the period
Reva
I uati
on
during
the period
As
at
30 June 2023
Sponsor
warrants - traded
As
at
30 June 2022
Issued
during
the period
Reva
I uati
on
during
the period
Reva
I uati
on
during
the period
As
at
30 June 2023
Treasury warrants
As
at
30 June 2022
Issued
during
the period
As
at
31 December 2022
Repurchased
during
the period
As
at
30 June 2023
Sponsor
warrants - not traded
As
at
30 June 2022
Issued
during
the period
As
at
31 December 2022
Reva
I uati
on
during
the period
As
at
30 June 2023
Total
as
at
30
June
2023 (unaudited)
6,250,000
6,250,000
(2,060,000)
4,190,000
156,250
4 156,250
156,250
93,750
93,750
2,060,000
2,153,750
2,291,667
2,291,667
2,291,667
8,791,667
GBP
3,437,500
(2,312,500)
1,125,000
(135,960)
(712,500)
276,540
85,938
(57,813)
28,125
(17,813}
10,312
3,437,500
3,437,500
(3,286,249)
151,251
438,103
As
at
31
December 2022 the Warrants were revalued
to
the
latest traded price
of
£0.18. At 30 June 2023 the value
of
the
warrants and shares
has
been marked
to
the buy back value assigned in the Stub Offer Period
of
£0.066 per
warrant
as
the
best proxy
for
valuation at
that
date due
to
the limited trading activity.
As
part
of
the share repurchase program 2,060,000 warrants were acquired by the Company during
the Stub Tender Offer period at a price
of
£0.066 per Warrant and held in treasury at the year end.
7.
Issued
share capital
Authorised
The Company may issue
an
unlimited number
of
shares
of
par value
and/or
no-par value
or
a combination
of
both.
The Company may from
time
to
time
hold its own shares
as
treasury shares.
22
GLOBAL
INTERCONNECTION
GROUP
LIMITED
NOTES
TO
THE
FINANCIAL
STATEMENTS
For
the
six-month period from 1 January 2023
to
30 June 2023
7.
Issued
share capital (continued)
Number ofshares
Share capital 3,125,000
Expenses
relating to listing/lPO
As
at 30
June
2022
(unaudited} 3,125,000
Issued
during
the period:
As
at 31 December 2022 (audited} 3,125,000
Issued
during
the period:
As
at 30
June
2023
(unaudited) 3,125,000
Reclassification
of
redeemable shares
996,634
Total
Share
Capital
as
at 30
June
2023 (unaudited) 4,121,634
Share
Premium Ordinary share Capital Total
GBP GBP
313
313
(2,542,160)
(2,542,160)
(2,541,847} (2,541,847)
(2,541,847} (2,541,847)
(2,541,847)
(2,541,847)
10,526,552
10
10,526,562
10,526,552
(2,541,837) 7,984,715
The value
of
the ordinary shares
as
reflected above also includes a deduction
for
issue costs incurred.
The
redeemable shares were issued with a nominal value
of
£0.0001.
The Company issued 3,125,000 Sponsor
Shares
to
Disruptive Capital
GP
Limited, at
the
nominal value
of
£0.0001
per share. The Sponsor
Shares
are
not
part
of
the
Offering and will
not
be
admitted
to
listing or trading on any
trading platform.
The Sponsor
Shares
will rank, pari passu, with
each
other and holders
of
sponsor shares will
be
entitled
to
dividends
and other distributions declared and paid
on
them.
The
sponsor shares are convertible
on
a one-to-one
basis
into
ordinary shares, on successful completion
of
a Business Combination.
As
the Sponsor
Shares
issued by the Company are
not
considered redeemable, the Company classifies these
as
equity.
During
the
period and
as
a result
of
the amendments
to
the memorandum and articles,
the
value
of
the liability
due
on
the previously redeemable ordinary shares was reclassified
to
Equity, the value
of
the shares transferred
totalled £10,526,562.
8. Related party disclosures
The following related parties have been identified during the period and
as
at period end:
Name of related party
Nature of relationship
Fiordland
GP
Limited acting
in
its Founder
capacity
as
general partner
of
the
Truell Intergenerational Family
Limited Partnership Incorporated
Disruptive Capital
GP
Limited
Sponsor & major shareholder
Edmund Truell Executive Director
Roger
Le
Tissier Executive Director and indirect shareholder
Wolf
Becke
Independent Non-executive Director and Chair and indirect shareholder
Global Interconnection Group
SA
Directors
in
common with the Company and common shareholders,
target acquisition company post year end
23
GLOBAL
INTERCONNECTION
GROUP
LIMITED
NOTES
TO
THE
FINANCIAL
STATEMENTS
For
the
six-month period from 1 January 2023
to
30 June 2023
8. Related party disclosures (continued)
(al Balances and transactions
with
other related parties
6
Unaudited
30/06/2023
GBP
Audited
31/12/2022
GBP
Sponsor Warrants
2,291,667 not traded
156,250 redeemable
151,251
10,312
3,437,500
28,125
Sponsor Shares 7
3,125,000 non-redeemable (2022:3,125,000)
281,252 redeemable Ordinary Shares
(2022:312,502)
(2,541,846)
2,819,094
(2,541,846)
3,156,250
Director's fee paid
and
payable
During the period fees
of
£76,849 (2022: nil) were paid
to
the
Directors and a balance
of
£54,755 (2022: nil)
was
payable
at
the period end, resulting
in
a total
of
£131,604 (2022: nil) being expensed
in
the
period.
Sponsor shares
The sponsor tendered
10%,
31,250
of
the redeemable Ordinary shares held during the redemption offer period
on
the same terms
as
ordinary shareholders
for
a consideration
of
£10.789 per share being the total
consideration
of
£337,156.
Global Interconnection Group
SA
During the period the Company advanced a total
of
£2,450,000
to
Global Interconnection Group
SA
under the
terms
of
an
option agreement entered
into
in
anticipation
of
the business combination.
The
balance was
repayable
in
full
if
a business combination
was
not
concluded.
9. Financial
risk
management
Introduction
The Company
is
exposed
to
financial risks
that
are managed through a process
of
identification, measurement and
monitoring and subject
to
risk limits and other controls.
The
objective
of
the Company
is,
consequently,
to
achieve
an
appropriate balance between risk and benefits, and
to
minimise potential adverse effects arising from its
financial activity.
The main risks arising from
the
Company's financial instruments are market risk, credit risk and liquidity risks.
Management reviews policies
for
managing each
of
these risks and they are summarised below. These policies
have remained unchanged since
the
beginning
of
the period
to
which these financial statements relate.
Market
risk
Market risk
is
defined
as
"the
risk
that
the fair value or future
cash
flows
of
a financial instrument will fluctuate
because
of
changes
in
variables such
as
equity price, interest rate and foreign currency rate".
9. Financial
risk
management (continued)
24
GLOBAL
INTERCONNECTION
GROUP
LIMITED
NOTES
TO
THE
FINANCIAL
STATEMENTS
For
the six-month period from 1 January 2023
to
30
June 2023
Market
risk (continued)
Changes
in
industry conditions, competition, political
and
diplomatic events, tax, environmental
and
other laws
and
other factors,
can
substantially
and
either adversely or favourably affect the value
of
the securities
in
which
the Company invests and, therefore, the Company's performance
and
prospects.
In
addition,
and
as
the Warrants are recognised at fair value
and
are liabilities on the balance sheet
of
the Company,
the Company
is
also exposed
to
the volatility
of
the Warrants.
The
Company's liabilities may then deviate over time
because Warrant prices
can
fluctuate due
to
changing market conditions.
i)
Equity price risk
Equity price risk
is
the risk
of
unfavourable changes
in
the fair values
of
equity investments
as
a result
of
changes
in
the value
of
individual shares.
As
at the period end, the Company did not hold any equity investments.
ii)
Interest rate risk
The
Company's policy
is
to
minimise interest rate
cash
flow risk exposures
on
long-term financing. Longer-term
borrowings are therefore usually at fixed rates. At
30
June
2023, the Company
is
not exposed
to
changes
in
market
interest rates
as
no borrowing arrangements have been entered into.
iii)
Foreign currency
risk
Most
of
the Company's transactions are carried out in the functional currency.
To
mitigate the Company's exposure
to
foreign currency risk, non-functional currency
cash
flows are monitored
in
accordance with the Company's risk management policies.
Credit risk
Credit risk
is
the risk
that
one party
to
a financial instrument will
cause
a financial
loss
for
the other party
by
failing
to
discharge
an
obligation, expected credit
losses
are measured using probability
of
default, exposure at default
and
loss
given default. Management considers both historical analysis
and
forward-looking information
in
determining
an
expected credit
loss.
Besides
the
cash
held at
RBSI
to
fund the operational costs
of
the Company, the Company utilises
an
escrow
account at Barclays
for
the proceeds received from the Company's Offering.
The
table below shows the maximum
exposure
to
credit risk
for
each
component
of
the statement
of
financial position:
Unaudited Unaudited
Audited
30/06/2023
30/06/2022
31/12/2022
Notes
GBP GBP
Cash and cash
eq
ui
va
lents incl. Restricted
balan
ces
(l ) 4
767
,
13
5
12
8,
988
,
524
12
9,
313
,1
74
Total
maximum
exposure
to
credit
risk
767,135
128,988,524
129,313,174
(1)
The
Company's
cash
is
held at both
RBSI
and
Barclays
PLC,
which have a credit rating
of
A3
and
Al
respectively
as
per Moody's
for
the period ended
30
June
2023.
Cash
that
is
held with counterparties
has
been
assessed
for
probability
of
default
as
a result no
loss
allowance
has
been recognised
based
on
12-month expected credit
losses
as
any
such
impairment would
be
wholly insignificant
to
the Company.
Liquidity risk
Liquidity risk
is
the risk that the Company will encounter
in
realising its non-cash assets
or
otherwise raising funds
to
meet financial commitments.
As
at the period end, the Company's assets consist solely
of
cash
and
cash
equivalents
and
an
immaterial receivable balance.
9. Financial risk management (continued)
25
GLOBAL
INTERCONNECTION
GROUP
LIMITED
NOTES
TO
THE
FINANCIAL
STATEMENTS
For
the
six-month period from 1 January 2023
to
30 June 2023
Liquidity risk {continued)
Liquidity risk
is
managed and monitored weekly by the administrator
of
the Company. The Company manages its
liquidity risk by a combination
of
maintaining
cash
levels
to
fund short-term operating expenses and retained
profits.
A summary table with maturity
of
financial assets and liabilities
of
the Company
is
presented. The amounts
disclosed
in
the tables are
the
contractual undiscounted
cash
flows. Undiscounted
cash
flows
in
respect
of
balances
due within
12
months generally equal their carrying amounts
in
the statement
of
financial position
as
the impact
of
discounting
is
not
significant.
The maturity analysis
of
financial instruments
as
at
30
June
2023:
Demand
and
less
More
than 1
than 1 month
Less
than 1 year
Total
30/06/2023
(unaudited)
year
Notes
GBP
GBP GBP
GBP
Financial assets
Cash
and
cash
equivalents 4 767,135 767,135
Trade and
other
receivables 2,531,108
2,531,108
Financial liabilities
Redeemable ordinary shares 6
Warrants 6
(438,103)
(438,103)
Trade and
other
payables 5
(275,249)
(275,249)
26
GLOBAL
INTERCONNECTION
GROUP
LIMITED
NOTES
TO
THE
FINANCIAL
STATEMENTS
For
the
six-month period from 1 January 2023
to
30 June 2023
9. Financial
risk
management (continued)
Liquidity
risk
(continued)
Following completion
of
the
business combination with Global Interconnection Group
SA
on
7 July 2023 the
Company will seek
to
raise development capital
for
the
GIG
business which
it
intends
to
complete via either a direct
equity issue,
an
issue
of
equity
in
subsidiary entities
and/or
an
issue
of
loan notes from
the
subsidiary entities.
Funds raised will
be
utilised
for
the
purposes
of
pursuing the objectives
of
the Company and
the
development
of
the
GIG
projects.
As
a result
of
the amendments
to
the memorandum and articles
of
the company the rights attaching
to
the ordinary
shares were amended and the shares reclassified
to
Equity
in
the
financial statements.
The maturity analysis
of
financial instruments
as
at
31
December 2022
is
as
follows:
Demand and
less
Less
than 1 year
More
than 1 year
Total
31/12/2022
(audited)
than 1
month
Notes
GBP
GBP
GBP
GBP
Financial
assets
Cash
and cash equivalents
4
12
9,
313
,
174
129,313,174
Trade and other r
ece
ivabl
es
12
,8
13
12,813
Financial
liabilities
Redeemable ordi
nary
shar
es
6 (129,
406
,250) (129,406,250)
Warrants
6
{4
,
590
,
626
)
(4,590,626)
Trade and other payabl
es
5
(
998
,
109)
(998,109)
Capital management
The Company's capital management objectives are:
•
to
ensure the Company's ability
to
continue
as
a going concern, and
•
to
provide
an
adequate return
to
shareholders by investing capital
in
matters relating
to
undertaking a
Business Combination.
The Company manages the capital structure and adjusts
it
in
the
light
of
changes
in
economic conditions and the
risk characteristics
of
the underlying assets.
In
order
to
maintain or adjust the capital structure,
the
Company may
adjust the amount
of
dividends paid
to
shareholders, return capital
to
shareholders, issue new shares, or sell assets
to
reduce debt.
The Company
is
authorised
to
issue Ordinary
Shares
and Warrants {which are convertible
into
ordinary shares
subject
to
the
Company meeting specific requirement
in
relation
to
entering
into
a business combination,
as
described
in
the Prospectus).
As
at 30 June 2023, the Company's capital
is
represented by the Ordinary
Shares
and
Sponsor
Shares
respectively,
as
detailed
in
Note 6 and 7
to
these financial statements,
as
well
as
issued Warrants
and Sponsor Warrants,
as
detailed
in
Note 6
to
these financial statements.
As
a result
of
the ability
to
issue, repurchase and resell shares, the capital
of
the
Company
can
vary. The Company
is
not
subject
to
externally imposed capital requirements and
has
no restrictions
on
the issue, repurchase
or
resale
of
its shares.
27
GLOBAL
INTERCONNECTION
GROUP
LIMITED
NOTES
TO
THE
FINANCIAL
STATEMENTS
For
the
six-month period from 1 January 2023
to
30 June 2023
10. Fair value measurement
Fair value measurement of financial instruments
Financial assets and financial liabilities measured at fair value
in
the statement
of
financial position are grouped
into three levels
of
a fair value hierarchy. The three levels are defined based on the observability
of
significant
inputs
to
the measurement,
as
follows:
Level
1:
Quoted price (unadjusted}
in
an
active market
for
an
identical instrument.
Level
2:
Valuation techniques based on observable inputs, either directly (i.e.,
as
prices}
or
indirectly (i.e., derived
from prices}. This category includes instruments valued using: quoted prices
in
active markets
for
similar
instruments; quoted prices
for
identical or similar instruments
in
markets
that
are considered
less
than active; or
other valuation techniques for which all significant inputs are directly or indirectly observable from market data.
Level
3:
Valuation techniques using significant unobservable inputs. This category includes all instruments
for
which
the valuation technique includes inputs not based on observable data and
the
unobservable inputs have a
significant effect on the instrument's valuation. This category includes instruments
that
are valued based
on
quoted prices for similar instruments
for
which significant unobservable adjustments
or
assumptions are required
to
reflect differences between the instruments.
The level
in
the
fair value hierarchy within which the fair value measurement was categorised
in
its entirety
was
determined based
on
lowest level input
that
was significant
to
the fair value measurement
in
its entirety. For this
purpose, the significance
of
an
input
was
assessed
against the fair value measurement
in
its entirety.
If
a fair value measurement used observable inputs
that
required significant adjustment based on unobservable
inputs, then those investments were measured using
Level
3 inputs. Assessing significance
of
a particular input
to
the fair value measurement
in
its entirety required judgment, considering factors specific
to
the
asset or liability
(see
valuation techniques disclosed below}. The determination
of
what
constitutes observable required significant
judgment by
the
Directors
of
the
Company.
The Directors
of
the Company considered observable data
to
be
market data
that
was readily available, regularly
distributed or updated, reliable and verifiable,
not
proprietary, and provided by independent sources
that
are
actively involved
in
the relevant market.
The following table shows the levels within the hierarchy
of
financial assets and liabilities measured at fair value
on
a recurring basis:
30/06/2023
(unaudited}
Redeemable
ordinary
shares
measured
at
fair
value
Warrants
measured
at
fair
value
Total
Notes
6
6
Level 1
GBP
(438,103)
(438,103}
Level 2
GBP
Level 3
GBP
Total
GBP
(438,103}
(438,103}
28
GLOBAL
INTERCONNECTION
GROUP
LIMITED
NOTES
TO
THE
FINANCIAL
STATEMENTS
For
the
six-month period from 1 January 2023
to
30 June 2023
10.
Fair
value
measurement (continued)
Fair
value
measurement of financial instruments (continued)
31/12/2022
(audited)
Redeemable ordina
ry
shar
es
measur
ed
at fair
v
aue
Wa
rr
ants m
ea
sur
ed
at fair value
Total
Notes
6
6
level1
GBP
(1
29
,40
6,
25
0)
(4,59
0,
626)
{133,996,876}
level2
GBP
level3
GBP
,,
Total
GBP
(129,406,250)
{4,590,626)
(133,996,876}
There were no transfers between levels during the period ended
30
June 2023
or
31
December 2022.
11.
Basic
and
diluted
earnings
per
share
The
Basic
Earnings per share
has
been calculated on a weighted-average
basis
and
is
derived by dividing the net
profit/
(loss) for the period attributable
to
ordinary equity shareholders by
the
weighted-average number
of
ordinary shares in issue, outstanding during
the
period.
Weighted average
of
ordinary
shares in issue for basic
loss per share
Total comprehensive profit/(loss) for the period
attri buta
bi
e
to
the shareholders
Basic
and
diluted
loss
per
share
Unaudited
30/06/2023
3,100,035
(£2,272,673)
(£0.73)
Unaudited
30/06/2022
3,125,000
(£496,921)
(£0.16)
Audited
31/12/2022
3,125,000
(£3,117,998)
(£1.00)
For the purpose
of
calculating diluted earnings per share, the profit
or
loss
attributable
to
ordinary equity holders
of
Company, and the weighted average number
of
shares outstanding, are adjusted
for
the
effects
of
all
dilutive potential ordinary shares.
There
is
no difference between the basic and diluted earnings per share.
12.
Dividends
No
dividends were paid
or
declared by the Company
in
the
period
to
30 June 2023 or
31
December 2022.
The
Company will
not
pay dividends prior
to
the Business Combination.
29
GLOBAL
INTERCONNECTION
GROUP
LIMITED
NOTES
TO
THE
FINANCIAL
STATEMENTS
For
the
six-month period from 1 January 2023
to
30 June 2023
13.
Events
after the reporting period
The Company
has
completed a business combination with Global Interconnection Group
SA
and
as
from 7 July
2023
is
the 100% shareholder
of
Global Interconnection Group
SA
("GIGSA"). Further information
is
available
on
the company's website. The business combination
was
completed by way
of
a share
for
share exchange
with
the
shareholders
of
GIGSA
whereby 14,936,145 Ordinary
Shares
of
the Company were issued from Treasury including
2,153,750
of
which were generated by the Company following the exercise
of
2,153,750 Warrants held by the
Company in Treasury and 1,648,721 which were repurchased from the Sponsor Group
for
nominal consideration.
On
the same date,
the
Company also acquired 100%
of
debt instruments issued by
GIGSA
in
exchange
for
the
transfer
of
2028 Eurobonds issued by a subsidiary
of
GIGSA,
Advanced
Cables
Limited. The total value attributed
to
the equity issued
as
consideration
was
£174.lm
and £29.4m
of
2028 Eurobonds were transferred. There
is
no
contingent consideration paid
or
payable.
As
a result, the financial position
of
the Company
has
changed materially following
the
period end date
of
these
financial statements. From 7 July 2023, the Company will consolidate
the
results
of
GIGSA
and recommend
that
users review the most recent financial statements
of
GIGSA
(available at
https
:ljgloba
Ii
ntercon n ectio ngrou
p.
com/wp-co
ntent/
up loads/2023/06/ Aud it-re port Consolidated-Finan
cia
I-
State me nts-DC
RE
H-3
lst-Dece m ber-2022 signed-2.pdf)
in
conjunction
with
these interim financial statements.
As
at the date
of
this report a full analysis
of
the business combination accounting
has
not been prepared or audited
however
of
the
acquisition cost, the majority will represent goodwill generated by
GIGSA
in
the
development and
furthering
of
multiple key relationships over a number
of
years which will
be
significant
in
realising
the
future value
potential
of
GIGSA.
There have been no
further
material events
that
require disclosure.
30
GLOBAL
INTERCONNECTION
GROUP
LIMITED
KEY
ADVISERS
AND
CONTACT
INFORMATION
For
the
sixth
month
period
from
1 January 2023
to
30 June 2023
Registered
Office
First Floor
10 Lefebvre Street
St
Peter Port
Guernsey
GYl
2PE
Joint
Global
Coordinator
and
Sole
Bookrunner
J.P.
Morgan Securities
Pie
25
Bank Street
London
E14
SJP
United Kingdom
Legal
Advisers
(as
to
Guernsey
law)
Ogier (Guernsey)
LLP
Redwood House
St
Julian's Avenue
St
Peter Port
Guernsey
GYl
lWA
Legal
Advisers
to the
Joint
Global
Coordinators
as
to
Dutch,
English
and
US
law
Allen & Overy
LLP
Apollolaan 15
1077
AB
Amsterdam
The Netherlands
Auditor
BDO
LLP
55
Baker Street
London
WlU
7EU
United Kingdom
Directors
Mr
Edmund Truell
Wolf
Becke (resigned 18
May
2023)
Roger
Le
Tissier
Jennie Younger (appointed 18
May
2023)
Luke Webster (appointed 18
May
2023)
Richard Pinnock (appointed 30 June 2023)
(all care
of
the
registered office)
Joint
Global
Coordinator
Cantor Fitzgerald Europe
Five
Churchill Place
Canary
Wharf
London
E14
SHU
United Kingdom
Legal
Advisers
(as
to
English
and
U.S.
law)
Herbert Smith Freeh ills
LLP
Exchange House
Primrose Street
London
EC2A
2EG
United Kingdom
Legal
Advisers
(as
to
Dutch
law)
Stibbe
N.V.
Beethovenplein 10
1077
WM
Amsterdam
The Netherlands
Listing
and
Paying
Agent,
and
Warrant Agent
Van Lanschot Kempen
K.V.
Beethovenstraat 300
1077 WZ Amsterdam
The Netherlands
Company
Website:
www.globalinterconnectiongroup.com
31